CStone Pharmaceuticals 基石藥業 (Incorporated in the Cayman Islands with limited liability) Stock Code: 2616 GLOBAL OFFERING Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (In alphabetical order) Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. CStone Pharmaceuticals 基石藥業 (Incorporated in the Cayman Islands with limited liability) Global Offering Number of Offer Shares under : 186,396,000 Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 18,640,000 Shares (subject to adjustment) Number of International Offer Shares : 167,756,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$12.80, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0001 per Share Stock code : 2616 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order) Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, with the documents specified in the section headed “Appendix VI – Documents Delivered to the Registrar of Companies and Available for Inspection” in this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Tuesday, February 19, 2019 (Hong Kong time) and, in any event, not later than Monday, February 25, 2019 (Hong Kong time). The Offer Price will not be more than HK$12.80 per Offer Share and is currently expected to be not less than HK$11.10 per Offer Share. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$12.80 for each Hong Kong Offer Share together with a brokerage fee of 1%, an SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$12.80 per Offer Share. The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares and/or the indicative Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cstonepharma.com not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus and the related Application Forms, including the risk factors set out in the section headed “Risk Factors” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain events shall occur prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold (i) solely to QIBs as defined in Rule 144A pursuant to an exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore transactions in accordance with Regulation S. February 14, 2019 IMPORTANT The Company will be relying on Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong) and will be issuing the WHITE and YELLOW Application Forms without them being accompanied by a printed prospectus. The contents of the printed prospectus are identical to the electronic version of the prospectus which can be accessed and downloaded from the websites of the Company at www.cstonepharma.com and the Stock Exchange at www.hkexnews.hk under the “HKExnews > Listed Company Information > Latest Listed Company Information” section, respectively. Members of the public may obtain a copy of the printed prospectus, free of charge, upon request during normal business hours from 9:00 a.m. on Thursday, February 14, 2019 until 12:00 noon on Tuesday, February 19, 2019 at the following locations: 1. any of the following branches of the receiving bank of the Company: Standard Chartered Bank (Hong Kong) Limited Branch Name Address Hong Kong Island 188 Des Voeux Road Shop No. 7 on G/F Branch Whole of 1/F – 3/F Golden Centre 188 Des Voeux Road Central Hong Kong Causeway Bay Branch G/F to 2/F, Yee Wah Mansion 38-40A Yee Wo Street Causeway Bay Kowloon Mongkok Branch Shop B, G/F, 1/F & 2/F 617-623 Nathan Road Mongkok 68 Nathan Road Basement, Shop B1 Branch G/F and M/F Golden Crown Court 66-70 Nathan Road Tsimshatsui New Territories Yuen Long Fung Nin Shop B at G/F and 1/F Road Branch Man Cheong Building 239-247&247A Castle Peak Road Yuen Long –i– IMPORTANT 2. any of the following offices of the Hong Kong Underwriters: Hong Kong Underwriters Address Goldman Sachs (Asia) L.L.C. 59/F, Cheung Kong Center 2 Queen’s Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon Hong Kong UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central, Hong Kong China Merchants Securities (HK) Co., 48/F, One Exchange Square Limited Central Hong Kong 3. the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong. Details of where printed prospectuses may be obtained will be displayed prominently at every location where WHITE and YELLOW Application Forms are distributed. During normal business hours from 9:00 a.m. on Thursday, February 14, 2019 until 12:00 noon on Tuesday, February 19, 2019 at least three copies of the printed prospectus will be available for inspection at every location where the WHITE and YELLOW Application Forms are distributed as set out below. –ii– EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cstonepharma.com. Date(note 1) Hong Kong Public Offering commences and WHITE and YELLOW Application Forms available from ..........................9:00 a.m. on Thursday, February 14, 2019 Latest time for completing electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) .....................11:30 a.m. on Tuesday, February 19, 2019 Application lists open(3) ....................11:45 a.m. on Tuesday, February 19, 2019 Latest time for (a) lodging WHITE and YELLOW Application Forms, (b) completing payment for White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (c) giving electronic application instructions to HKSCC ............................12:00 noon on Tuesday, February 19, 2019 Application lists close(3) ...................12:00 noon on Tuesday, February 19, 2019 Expected Price Determination Date .......................Tuesday, February 19, 2019 Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of the Hong Kong Offer Shares to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.cstonepharma.com on or before ......................................Monday, February 25, 2019 An announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) will be available through a variety